UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant x
Filed by
a Party other than the Registrant ¨
Check the
appropriate box:
x Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ Definitive
Proxy Statement
¨ Definitive
Additional Materials
¨ Soliciting
Material Under Rule 14a-12
|
COHEN
& STEERS SELECT UTILITY FUND, INC.
|
|
(Name
of Registrant as Specified in Its Charter)
|
|
WESTERN
INVESTMENT LLC
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
ARTHUR
D. LIPSON
WILLIAM
J. ROBERTS
MATTHEW
S. CROUSE
|
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
Payment
of Filing Fee (Check the appropriate box):
x No
fee required.
¨ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
¨ Fee
paid previously with preliminary materials:
¨ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount
previously paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
FEBRUARY 15, 2008
WESTERN
INVESTMENT LLC
[___________],
2008
Dear
Fellow Stockholder:
Western
Investment LLC (“Western”) together with our fellow participants in this
solicitation is the largest investor in Cohen & Steers Select Utility Fund,
Inc. (“UTF” or the “Fund”). We write to you regarding the annual
meeting of stockholders scheduled to be held at the offices of the Fund, 280
Park Avenue, 10th Floor, New York, New York 10017, on [_________], 2008 at
[________] New York City time. Western believes that the current
board of directors of UTF (the “Board”) has failed to act in your best
interests. Western is therefore seeking your support at the annual
meeting of stockholders for the following purposes:
|
|
1.
|
To
elect Western’s slate of nominees to the Board, including the Class III
director entitled to be elected solely by holders of UTF’s Auction Market
Preferred Shares, each to hold office until the 2011 annual meeting of the
Fund’s stockholders and until their successors are elected and qualify;
and
|
|
|
2.
|
To
transact such other business as may properly come before the annual
meeting or any adjournment or postponement thereof. UTF has
been informed that a stockholder intends to submit to the Annual Meeting
the proposal discussed under “Other Matters” in the attached proxy
statement.
|
Western
is seeking representation on the Board, not control of the
Fund. Western believes that significant stockholder representation is
necessary to preserve and protect the value of your investment and to oversee
its management for your benefit. If elected, Western’s nominees will
hold only 3 out of 9 seats on the Board, but we believe that their presence and
engaged advocacy will advance the interests of all
stockholders. Western urges you to carefully consider the information
contained in the attached proxy statement and then support its efforts by voting
your shares today by telephone or via the Internet as detailed in the enclosed
GOLD proxy card, or by
signing, dating and returning today the enclosed GOLD proxy card in the postage
paid envelope provided. The attached proxy statement and GOLD proxy card are first
being furnished to the stockholders on or about [_________], 2008.
If
you have already sent a proxy card furnished by UTF’s management to UTF, you
have every right to change your vote by signing, dating and returning the
enclosed GOLD proxy card or by following the instructions for telephone or
internet voting detailed thereon. Only your latest dated proxy card
counts!
If you
have any questions or require assistance voting your shares, please contact
Innisfree M&A Incorporated, who is assisting us, at their address and
toll-free number listed on the following page.
|
Thank
you for your support,
|
|
Arthur
D. Lipson
|
|
Western
Investment LLC
|
|
If
you have any questions or need assistance voting your shares, please
call:
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, NY 10022
Stockholders
Call Toll-Free at: (877) 687-1873
Banks
and Brokers Call Collect at: (212) 750-5833
|
|
PLEASE
BE ADVISED:
· UTF’s history of a persistent
double-digit NAV discount is unacceptable (page _)
· The Board has failed to take
effective and timely action to reduce the Fund’s NAV discount and has
failed to make accretive repurchases that could benefit stockholders
(page _)
·
The Board has
recently taken a number of actions that Western believes are not in
stockholders’ best interests (page __)
|
PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
FEBRUARY 15, 2008
ANNUAL
MEETING OF STOCKHOLDERS
OF
COHEN
& STEERS SELECT UTILITY FUND, INC.
_________________________
PROXY
STATEMENT
OF
WESTERN
INVESTMENT LLC
_________________________
Please
vote your Shares today by telephone or Internet, as described in the enclosed
GOLD proxy card, or by signing, dating and returning the GOLD proxy card in the
postage paid envelope provided.
Western
Investment LLC, a Delaware limited liability company (“Western” or “we”), is the
largest stockholder of Cohen & Steers Select Utility Fund, Inc. (“UTF” or
the “Fund”). Western is writing to you in connection with the
election of three nominees to the board of directors of UTF (the “Board”),
including the Class III director entitled to be elected by holders of the Fund’s
Auction Market Preferred Shares, at the annual meeting of stockholders scheduled
to be held at the offices of the Fund, 280 Park Avenue, 10th Floor, New York,
New York 10017, on [_________], 2008 at [________] New York City time, including
any adjournments or postponements thereof and any meeting that may be called in
lieu thereof (the “Annual Meeting”). This proxy statement (the “Proxy
Statement”) and the enclosed GOLD proxy card are first
being furnished to stockholders on or about [__________], 2008.
This
proxy statement and the enclosed GOLD proxy card are being
furnished to stockholders of UTF by Western in connection with the solicitation
of proxies from the Fund’s stockholders for the following
proposals:
|
|
1.
|
To
elect Western’s slate of nominees to the Board, including the Class III
director entitled to be elected solely by holders of UTF’s Auction Market
Preferred Shares (the “Preferred Stock Director”), each to hold office
until the 2011 annual meeting of the Fund’s stockholders and until their
successors are elected and qualify;
and
|
|
|
2.
|
To
transact such other business as may properly come before the annual
meeting or any adjournment or postponement thereof. UTF has
been informed that a stockholder intends to submit to the Annual Meeting
the proposal discussed under the section entitled “Other
Matters.”
|
Western,
Western Investment Hedged Partners L.P. (“WIHP”), Western Investment Activism
Partners LLC (“WIAP”), Western Investment Total Return Fund Ltd., (“WITRL”),
Western Investment Total Return Partners L.P. (“WITRP”), Arthur D. Lipson
(together with Western, WIHP, WIAP, WITRL and WITRP, the “Western Group”),
William J. Roberts and Matthew S. Crouse are members of a group (the “Group”)
formed in connection with this proxy solicitation and are deemed participants in
this proxy solicitation.
UTF has
set the close of business on [________] 2008 as the record date (the “Record
Date”) for determining stockholders entitled to notice of and to vote at the
Annual Meeting. The mailing address of the principal executive
offices of UTF is 280 Park Avenue, New York, NY 10017. Stockholders
of record at the close of business on the Record Date will be entitled to vote
at the Annual Meeting.
According
to UTF, as of the Record Date, there were [_____] shares of Common Stock, $0.001
par value, (the “Common Stock”) outstanding and [_______] Auction Market
Preferred Shares, liquidation preference $25,000 per share (the “Preferred
Stock” and together with the Common Stock, the “Shares”)
outstanding. Holders of the Common and Preferred Stock voting
together as a single class are entitled to one vote per share on all business of
the Annual Meeting including any adjournment or postponement thereof, except for
the election of the Preferred Stock Director. Holders of the
Preferred Stock voting separately as a class are entitled to vote for the
election of the Preferred Stock Director. As of the Record Date,
Western, along with all of the participants in this solicitation, were the
beneficial owners of an aggregate of approximately [_________] shares of Common
Stock, which represents approximately [__]% of the Common Stock outstanding as
of the Record Date. The participants in this solicitation intend to
vote such Common Stock for the election of Western’s slate of director
nominees.
THIS
SOLICITATION IS BEING MADE BY WESTERN AND NOT ON BEHALF OF THE BOARD OF
DIRECTORS OR MANAGEMENT OF UTF. WESTERN IS NOT AWARE OF ANY OTHER
MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER
MATTERS, WHICH WESTERN IS NOT AWARE OF WITHIN A REASONABLE TIME BEFORE THIS
SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES
IN THE ENCLOSED GOLD
PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.
WESTERN
URGES YOU TO VOTE IN FAVOR OF THE ELECTION OF WESTERN’S NOMINEES EITHER BY
TELEPHONE OR BY INTERNET AS DESCRIBED IN THE ENCLOSED GOLD PROXY CARD OR BY SIGNING,
DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD
TODAY.
IF YOU
HAVE ALREADY GIVEN A PROXY TO UTF’S MANAGEMENT, YOU MAY REVOKE THAT PROXY AND
VOTE IN FAVOR OF WESTERN’S NOMINEES BY VOTING YOUR SHARES BY TELEPHONE OR BY
INTERNET AS DESCRIBED IN THE ENCLOSED GOLD PROXY CARD OR BY SIGNING,
DATING AND RETURNING THE ENCLOSED GOLD PROXY
CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT
COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL
MEETING BY AUTHORIZING A LATER PROXY BY TELEPHONE OR INTERNET OR BY DELIVERING A
WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO
WESTERN, C/O INNISFREE M&A INCORPORATED, WHICH IS ASSISTING IN THIS
SOLICITATION, OR TO THE SECRETARY OF UTF (WITH A COPY TO INNISFREE M&A
INCORPORATED), OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
IMPORTANT
YOUR
VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
If you
have already sent a proxy card furnished by UTF’s management to UTF, you have
every right to change your vote by signing, dating and returning the enclosed
GOLD proxy card or by following the instructions for telephone or internet
voting detailed thereon. Only your latest dated proxy card
counts!
You
may vote your Shares by telephone or Internet, as described in the enclosed GOLD
proxy card, or by signing, dating and returning today the enclosed GOLD proxy
card, marked FOR the election of Western’s nominees.
|
·
|
If
your Shares are registered in your own name, you may vote your Shares by
following the instructions for Internet voting detailed on the enclosed
GOLD proxy card,
by calling the toll-free number contained therein, or by signing, dating
and mailing the enclosed GOLD proxy card in the
enclosed return envelope to Western, c/o Innisfree M&A Incorporated,
in the enclosed postage-paid envelope
today.
|
|
·
|
If
any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only it can vote such
Shares and only upon receipt of your specific
instructions. Accordingly, please provide your broker or bank
with voting instructions to vote on your behalf the GOLD proxy
card. In addition, if you hold your Shares in a brokerage or
bank account, your broker or bank may allow you to provide your voting
instructions by telephone or Internet. Please consult the
materials you receive from your broker or bank prior to authorizing a
proxy by telephone or Internet. Western urges you to confirm
your instructions in writing to the person responsible for your account
and to provide a copy of such instructions to Western, c/o Innisfree
M&A Incorporated, who is assisting in this solicitation, at the
address and telephone numbers set forth below, and on the back cover of
this proxy statement, so that we may be aware of all instructions and can
attempt to ensure that such instructions are
followed.
|
If
you have any questions or need assistance voting your Shares, please
call:
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, NY 10022
Stockholders
Call Toll-Free at: (877) 687-1873
Banks
and Brokers Call Collect at: (212) 750-5833
BACKGROUND
TO SOLICITATION
|
·
|
We
began acquiring Common Stock of UTF in
2004.
|
|
·
|
On
May 5, 2006, UTF reached its largest discount to its net asset value
(“NAV”), 17.77%.
|
|
·
|
2007
marked four straight years that UTF’s NAV discount had continuously
remained greater than 10%.
|
|
·
|
In
early December 2007 we contacted UTF with our concerns regarding the
Fund’s persistent discount to NAV and to set-up an in-person meeting with
the Fund to be held on January 8, 2008 in order to voice our concerns in
greater detail.
|
|
·
|
On
December 26, 2007, UTF filed a Form 8-K with the Securities and Exchange
Commission disclosing numerous measures adopted by the Fund that clearly
contradict accepted standards of good corporate
governance.
|
|
·
|
Despite
UTF’s day after Christmas bombshell, we intended to use our January
meeting to also attempt to understand the Fund’s rationale for such
shareholder unfriendly changes. In order to better share the
explanation with other stockholders, the true owners of UTF, we thought
all parties would benefit if we brought a member of the press with us to
the meeting. However, after we notified UTF that we had invited
a member of the press to accompany us, UTF abruptly canceled the
meeting. We do not understand why a Fund representative was
unwilling to meet with UTF’s largest stockholder and explain their
motivations. A public company is accountable to its
stockholders, and we believe there should be full
transparency. We are left with the impression that the
interests of the Board and management may not be clearly aligned with the
interests of stockholders.
|
|
·
|
On
January 18, 2008, we issued an open letter to the members of the Board
describing certain concerns we had regarding recent stockholder unfriendly
actions taken by the Board that we believed were taken in reaction to our
attempts to have UTF address our
concerns.
|
|
·
|
On
January 18, 2008, we delivered a letter to UTF notifying the Fund of our
intention to nominate three directors for election to the Board at the
Annual Meeting.
|
REASONS
FOR SOLICITATION
UTF’s
history of a persistent double-digit NAV discount and the Board’s failure to
address it is unacceptable
UTF’s
share price has traded at a double-digit discount to its per share NAV for most
of its operating history, beginning less than three months after its inception
and peaking at 17.8% in May 2006. We believe that the persistence of
this discount was, in part, due to the perception that the persistent and
substantial NAV discount is not being addressed by the Board. A steep
NAV discount damages stockholders in that, should a stockholder choose to leave
the Fund, they must sell their shares at a discounted market price and leave
behind a sizeable portion of the value underlying their Shares. We
believe the fair value of a share of common stock of a closed end fund should be
its NAV, or a value very close.
The table
below shows the discount of UTF’s stock price to UTF’s NAV since June 30, 2004
(on the last day of each calendar quarter).
|
Date
|
% (Discount) to
NAV
|
|
06/30/04
|
(12.653)
|
|
09/30/04
|
(9.086)
|
|
12/31/04
|
(11.439)
|
|
03/31/05
|
(14.260)
|
|
06/30/05
|
(13.098)
|
|
09/30/05
|
(14.961)
|
|
12/30/05
|
(15.825)
|
|
03/31/06
|
(14.363)
|
|
06/30/06
|
(16.044)
|
|
09/29/06
|
(14.510)
|
|
12/29/06
|
(13.954)
|
|
03/30/07
|
(14.384)
|
|
06/29/07
|
(12.762)
|
|
09/28/07
|
(13.384)
|
|
12/31/07
|
(6.969)
|
As an UTF
stockholder, Western is extremely concerned about the Fund’s historical and
excessive NAV discount and its effect on stockholder value. For
example, assume UTF trades at a NAV discount of 9.6% (the Fund’s NAV discount on
February 14, 2008). What this means is that for each $1 of underlying
UTF net asset value, a share of UTF common stock would trade at less than 91
cents. So long as the NAV discount persists, exiting UTF stockholders
who sell their Shares will sell them at a discount to the underlying
NAV. Additionally, for those stockholders unfortunate enough to have
purchased Shares upon the offering in January 2004, in addition to having to
deal with the persistent double-digit discount to NAV they were also forced to
pay a 4.5% sales and underwriting load to purchase their Shares, thereby further
harming investment returns. Accordingly, for investors in the initial
offering, after giving effect to the initial commission, UTF stockholders have
at times experienced in excess of __% of NAV lost value.
Despite
this, the Board has sat idly by, content to let stockholders suffer such harm to
the returns on their investment. In fact, in UTF’s most recent annual
report, the Fund noted that while the Fund’s advisory fee and gross expense
ratio were above the Peer Fund (as such term is defined therein) median, in
light of the temporary fee waiver in place at the time, the Fund’s expense
structure was competitive to its peer group. We wonder if UTF’s
expense structure could still be considered competitive had the Fund taken into
account the “costs” stockholders are incurring due to the Fund’s abysmal NAV
discount.
Overall
we believe the Board’s actions, or more appropriately, inaction, is symptomatic
of its indifference to the plight of UTF’s stockholders. As an
example of just how dismal UTF’s NAV discount has been, of the 655 closed-end
funds currently in existence, the Fund has been ranked in the worst 1%
from January 14, 2005 through July 27, 2007 for 36% of the weeks, and
in the bottom 10% for 100 weeks, illustrated by the chart
below.
As a
stockholder we feel this goes beyond unacceptable. Given such
circumstances, we believe that there is ample evidence that the Board has not
been properly looking after stockholders’ best interests or earned the premium
charged to stockholders, who, in turn, have not seen a justification for the
premium they paid as part of their initial investment.
Closed-end
funds such as UTF require a strong and independent board to properly protect the
rights of stockholders
A
closed-end fund such as UTF is frequently formed by or on behalf of the entity,
or its affiliate, that ultimately becomes the manager of the
Fund. Many people believe that the fund manager, or its affiliate,
earns profits through management fees. The fund manager’s interest is
likely in maximizing its profits, which it does by having the highest amount of
assets in the fund. Accordingly, certain actions that may benefit
shareholders such as large dividends or an accretive stock buyback likely will
reduce profits for the fund manager by reducing assets under
management. Western believes that closed-end fund managers often use
their influence with their hand-picked boards to maximize management fees rather
than focusing on increasing NAV and earnings per share through, among other
things, the repurchase of shares at a discount to NAV.
Not
surprisingly, during the past three years while UTF was trading at its
significant NAV discount, the Board sat idle instead of instituting a repurchase
of the Shares. We believe repurchasing UTF’s Shares at such a
discount would have reduced the lost value selling stockholders suffered due to
the NAV discount while, at the same time, increasing the NAV and earnings per
share for remaining stockholders. To us, this seems like a triple win
for stockholders. Yet the Board chose to do nothing.
Each UTF
director that currently serves on the Board serves on the Board of every single other Cohen &
Steers fund and each “non-interested” director collects over $130,000 in fees
annually for their services. Is it any wonder that the Board seems
content with inaction regarding the NAV discount? Between their
services on and their six-figure annual fees from the boards of other Cohen
& Steers funds, can the Board be trusted to take the actions necessary to
ensure UTF’s stockholders receive the maximum value for their investment in the
Fund?
Western
believes that the anti-corporate governance By-Law amendments recently enacted
are examples of actions taken by the Board that are not in the stockholders’
best interests.
These
By-Law amendments were disclosed on December 26, 2007, a date that we believe
may have been chosen so stockholders would miss the disclosures. The
measures adopted by the Fund, we believe, run contrary to general standards of
good corporate governance.
|
|
·
|
The Board amended the By-Laws
to further restrict director nominations by
stockholders. UTF disclosed that the Fund amended its
By-Laws regarding its procedure for nominating directors to the Board,
making it more cumbersome for stockholders to nominate
directors. As a result, stockholders must now provide notice to
the Fund a full four
months in advance if they wish to nominate directors for election
to the Board. In addition, stockholders who nominate directors
must provide an unusually large amount of information about themselves,
and, at the request of the Board, provide updates to a previously
acceptable nomination notice, or risk having their nominees
disqualified.
|
|
|
·
|
The Board amended the By-Laws
to restrict stockholders from calling a special meeting of
stockholders. We believe annual and special meetings of
stockholders are important tools for stockholders’ voices to be heard;
however, the Board has practically disenfranchised stockholders by
requiring a prohibitive threshold of over 50% of the Fund’s outstanding
shares to call a special meeting of
stockholders.
|
|
|
·
|
The Board amended the By-Laws
in order to opt into a provision of Maryland law to further entrench the
directors. UTF disclosed that the Fund had opted into
Sections 3-804(b) and (c) of the Maryland General Corporation Law (“MGCL”)
regarding the determination of the size and composition of the
Board. The amendments, among other things, provide that
directors who are appointed by the Board may now serve for the remainder
of the three-year term without being elected by
stockholders. We believe opting into these provisions has given
the Board further opportunity to manipulate its size and composition
without input from stockholders. We are also concerned that the
By-Laws do not permit a majority of stockholders to remove directors
without cause.
|
These new restrictive provisions were
on top of restrictions that have existed since the Fund’s
inception. Restrictive provisions that already existed include
provisions for staggered terms of office for directors, as well as
super-majority voting requirements for mergers, consolidations, liquidations,
terminations and asset sale transactions, amendments to the articles of
incorporation and conversions to open-end status. By its own
admission, the Fund acknowledges that these provisions are greater than required
under Maryland law and the Investment Company Act of 1940, as
amended.
We
believe the Fund’s actions run contrary to the openness and stockholder
participation other public companies encourage while providing no real benefit
to stockholders. We feel that by taking such action, the Board has
created no value for stockholders and only further entrenched
itself. We believe the time and effort the Board spent enacting these
provisions could have been better spent and would have better served the
interests of the true owners of UTF – the stockholders – if the Board had
addressed UTF’s persistent NAV discount instead. If elected, the
Nominees will work to maximize value for all stockholders.
STOCKHOLDERS
ARE ENTITLED TO A BOARD THAT WILL ACT IN THEIR BEST INTERESTS. AS
STOCKHOLDERS WITH A REAL OWNERSHIP IN UTF, OUR NOMINEES’ INTERESTS ARE ALIGNED
WITH YOURS – IF OUR INVESTMENT IN THE FUND PROSPERS, SO DOES YOURS.
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
Western
proposes to elect Arthur D. Lipson, William J. Roberts and Matthew S. Crouse as
nominees (together, the “Nominees”) to the Board. Western is
nominating Mr. Crouse to serve as the Preferred Stock Director. The
Nominees, other than the Preferred Stock Director nominee, must be elected by
the holders of a plurality of UTF’s outstanding Common and Preferred Stock
voting together as a single class. The Preferred Stock Director
nominee must be elected by a plurality of UTF’s outstanding Preferred Stock
voting separately as a class.
Western
believes that the Nominees have extensive experience in private and public
investment, a history of outstanding investment records, and have outstanding
credentials. If elected, the Nominees will work on behalf of all
stockholders to influence each member of the Board to take all actions necessary
to maximize the value of your Shares, to reduce UTF’s share price NAV discount
to less than __% of the underlying value of its Shares and to implement
corporate governance reform. Our Nominees have no intention of
seeking to open-end or liquidate UTF.
OUR
NOMINEES
The
following information sets forth the name, age, business address, present
principal occupation, and employment and material occupations, positions,
offices, or employments for the past five years of each of our
Nominees.
Arthur D. Lipson (Age 65) has
been managing private investment partnerships since 1995. He has been
the sole managing member of Western, a Delaware limited liability company, which
has acted as the general partner, managing member or investment manager, as the
case may be, of private investment partnerships in certain funds since
1997. Western Investment specializes in investing in undervalued
companies. Mr. Lipson has additional substantial experience in sales
and trading and research, including previously heading all fixed income research
for Lehman Brothers and for Paine Webber, was a known leader in the industry,
and created, among other things, the Lehman Brothers bond
indices. Mr. Lipson received a Masters of Science from Columbia
University and a Bachelor of Science from the California Institute of
Technology. Mr. Lipson currently serves on the Board of Trustees of
Pioneer Municipal and Equity Income Trust (NYSE:PBF). Mr. Lipson does
not currently hold, nor has he at any time held, any position with the
Fund. Mr. Lipson does not oversee any portfolios in UTF’s Fund
Complex.
William J. Roberts (Age 51)
has served as a Board Member of the League of Conservation Voters since
1990 and as its Chair since 2003. From 1990 to 1996 Mr. Roberts
served as the Legislative Director of the Environmental Defense Fund
(“EDF”). He served as EDF’s Strategic Communications Director from
1996 to 1998. Mr. Roberts has also served as the President and
Executive Director of the Beldon Fund, a non-profit organization dedicated,
through the investment of its principles and earnings, to supporting nonprofit
advocacy organizations in building a national consensus to achieve and sustain a
healthy planet, since 1998. Mr. Roberts has a Bachelors and Masters
degree in Economics from Yale University and a J.D. from the University of
Chicago. Mr. Roberts does not currently hold, nor has he at any time
held, any position with the Fund. Mr. Roberts does not oversee any
portfolios in UTF’s Fund Complex.
Matthew S. Crouse (Age 36) has
served as a portfolio manager at Western since February 2003. From
January 2002 to January 2003, he served as the Manager of Market Risk Control
for Duke Energy, a utility company with an affiliated real estate
operation. From June 2000 to December 2001, he served as
Manager/Director of Research for The New Power Company, a retail energy
supplier. Mr. Crouse received a Ph.D. in Electrical Engineering from
Rice University and a Masters of Business Administration from the University of
Houston. Mr. Crouse does not currently hold, nor has he at any time
held, any position with the Fund. Mr. Crouse does not oversee any
portfolios in UTF’s Fund Complex.
ADDITIONAL
INFORMATION ABOUT THE NOMINEES
As of the
date hereof, the dollar range of shares of the Fund beneficially owned by each
Nominee is as follows:
|
Name of
Nominee
|
Dollar
Range of Equity
Securities in
UTF
|
Aggregate
Dollar Range of
Equity
Securities in All Funds to be
Overseen by
Nominee
|
|
Arthur
D. Lipson
|
Over
$100,000
|
Over
$100,000
|
|
William
J. Roberts
|
--
|
--
|
|
Matthew
S. Crouse
|
--
|
--
|
None of
the Nominees, their affiliates or any other related persons, has, during the
past 5 years, held any position, including as an officer, employee, director or
general partner, with (i) UTF, (ii) any investment company, or any person that
would be an investment company but for the exclusions provided by Sections
3(c)(1) and (c)(7) of the Investment Company Act of 1940 (the “1940 Act”),
having the same investment adviser, principal underwriter or Sponsoring
Insurance Company (as such item is defined in the 1940 Act) or under the control
of such investment adviser, principal underwriter or Sponsoring Insurance
Company, as UTF, (iii) UTF’s investment adviser, principal underwriter or
Sponsoring Insurance Company and (v) any person, directly or indirectly
controlling, controlled by, or under common control of UTF’s investment adviser,
principal underwriter, or Sponsoring Insurance Company.
Since the
beginning of UTF’s last two completed fiscal years, no officer of an investment
adviser, principal underwriter, or Sponsoring Insurance Company, of UTF, or of a
person directly or indirectly controlling, controlled by, or under common
control thereby, serves, or has served, on the board of directors of a company
of which a Nominee is an officer.
Since the
beginning of UTF’s last two completed fiscal years, no Nominee or any of his
associates was a party to any transaction, or series of similar transactions or
is a party to any currently proposed transaction, or series of similar
transactions, in which the amount involved exceeded or is to exceed $120,000, to
which (i) UTF, (ii) any of its officers, (iii) any investment company, or
officer thereof, or any person, or officer thereof, that would be an investment
company but for the exclusions provided by Sections 3(c)(1) and (c)(7) of the
1940 Act, having the same investment adviser, principal underwriter or
Sponsoring Insurance Company or under the control of such investment adviser,
principal underwriter or Sponsoring Insurance Company, as UTF, (iv) UTF’s
investment adviser, principal underwriter or Sponsoring Insurance Company, or
officer thereof, (v) any person, or officer thereof, directly or indirectly
controlling, controlled by, or under common control of UTF’s investment adviser,
principal underwriter, or Sponsoring Insurance Company, was or is to be a
party.
The
information provided above has been furnished to Western by the
Nominees. The Nominees are citizens of the United States of
America. None of the Nominees is an “interested person” of the Fund
within the meaning of Section 2(a)(19) of the 1940 Act.
YOU ARE URGED TO VOTE FOR THE
ELECTION OF WESTERN’S NOMINEES ON THE ENCLOSED GOLD PROXY
CARD.
OTHER
MATTERS
In UTF’s
proxy statement, the Fund disclosed that a proposing stockholder, whom it did
not name, gave notice that it intends to submit the following proposal at the
Annual Meeting.
If the
Fund’s shares trade at an average discount of more than 7.5% during any calendar
quarter the Fund shall commence a self-tender offer within twenty days of the
end of such quarter for 15% of its shares at 98% of net asset value (the
“Stockholder Proposal”).
UTF’s
proxy statement states that the Fund believes that the Stockholder Proposal will
be inappropriate for stockholder action and the chairman of the Annual Meeting
will rule the Stockholder Proposal out of order unless it is brought before the
Annual Meeting as a “precatory” proposal, that is, a recommendation that the
Board adopt such a policy which is not binding on the Board or UTF even if
approved by the requisite number of votes. For more information
please refer to the section in UTF’s proxy statement titled “OTHER
MATTERS.”
Western
believes that this absolutely is a proper matter for stockholders to be able to
vote on and calls on management to not hide behind legal technicalities, but to
provide stockholders the opportunity to express their
concerns. Western is not affiliated with the proposing stockholder
and [has taken no position with respect to] the Stockholder Proposal should it
come before the Annual Meeting as a precatory proposal.
We are
not aware of any other proposals to be brought before the Annual Meeting.
However, we intend to bring before the Annual Meeting such business as may be
appropriate, including without limitation nominating additional persons for
directorships, or making any proposals as may be appropriate to address any
action of the Board not publicly disclosed prior to the date of this proxy
statement. Should other proposals be brought before the Annual Meeting, the
persons named as proxies in the enclosed GOLD proxy card will vote on
such matters in their discretion.
VOTING
AND PROXY PROCEDURES
Only
stockholders of record on the Record Date will be entitled to notice of and to
vote at the Annual Meeting. Holders of the Common and Preferred Stock
voting together as a single class are entitled to one vote per share on all
business of the Annual Meeting including any adjournment or postponement
thereof, except for the election of the Preferred Stock
Director. Holders of the Preferred Stock voting separately as a class
are entitled to vote for the election of the Preferred Stock
Director. Stockholders who sell their Shares before the Record Date
(or acquire them without voting rights after the Record Date) may not vote such
Shares. Stockholders of record on the Record Date will retain their
voting rights in connection with the Annual Meeting even if they sell such
Shares after the Record Date. Based on publicly available
information, Western believes that the only outstanding classes of securities of
UTF entitled to vote at the Annual Meeting are the Common and Preferred
Stock.
Stockholders,
including those who expect to attend the Annual Meeting, are urged to vote their
Shares today by following the instructions for Internet voting detailed on the
enclosed GOLD proxy
card, by calling the toll-free number contained therein, or by signing, dating
and mailing the enclosed GOLD
proxy card in the enclosed return envelope to Western, c/o Innisfree
M&A Incorporated, in the enclosed postage-paid envelope.
Authorized
proxies will be voted at the Annual Meeting as marked and, in the absence of
specific instructions, will be voted FOR the election of Western’s Nominees and
in the discretion of the person named as proxy on all other matters as may
properly come before the Annual Meeting.
We are
asking you to vote FOR the election of Western’s Nominees. The
enclosed GOLD proxy card
may only be voted for our Nominees and does not confer voting power with respect
to the Fund’s nominees. Stockholders should refer to the Fund’s proxy
statement for the names, backgrounds, qualifications and other information
concerning the Fund’s nominees. The participants in this solicitation
intend to vote all of their Shares for the election of Western’s Nominees and
will not vote their Shares in favor of any of UTF’s director
nominees.
QUORUM;
VOTES REQUIRED FOR APPROVAL; ABSTENTIONS
In
accordance with the Fund’s by-laws, the presence in person or by proxy of the
holders of record of a majority of the Shares entitled to vote at the Annual
Meeting shall constitute a quorum at the Annual Meeting. The presence in person
or by proxy of the holders of record of a majority of the Shares of the Fund’s
issued and outstanding Preferred Stock shall be required to constitute a quorum
for the purpose of electing the Preferred Share Director. If, however, a quorum
shall not be present or represented at the Annual Meeting or if fewer Shares are
present in person or by proxy than is the minimum required to take action with
respect to any proposal presented at the Annual Meeting, the chairman of the
Annual Meeting or the holders of a majority of the Shares present in person or
by proxy (or a majority of votes cast if a quorum is present) shall have the
power to adjourn the Annual Meeting from time to time, without notice other than
announcement at the Annual Meeting, until the requisite number of shares
entitled to vote at the Annual Meeting shall be present. At any adjourned Annual
Meeting, if the relevant quorum is subsequently constituted, any business may be
transacted which might have been transacted at the Annual Meeting as originally
called. For purposes of determining the presence of a quorum for transacting
business at the Annual Meeting, abstentions and broker “non-votes” (that is,
proxies from brokers or nominees indicating that they have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but which have
not been voted. For this reason, abstentions and broker non-votes will have no
effect on the result of the vote for each proposal.
The
Nominees, other than the Preferred Stock Director nominee, must be elected by
the holders of a plurality of UTF’s outstanding Common and Preferred Stock
voting together as a single class. The Preferred Stock Director
nominee must be elected by plurality of UTF’s outstanding Preferred Stock voting
separately as a class. The Stockholder Proposal, should it be
properly brought before the Annual Meeting, requires the affirmative vote of a
majority of the Shares cast at the Annual Meeting and entitled to vote for
approval.
REVOCATION
OF PROXIES
Stockholders
of UTF may revoke their proxies at any time prior to exercise by attending the
Annual Meeting and voting in person (although attendance at the Annual Meeting
will not in and of itself constitute revocation of a proxy), by delivering a
later-dated proxy by Internet, by telephone or by mail, or by delivering a
written notice of revocation. The delivery of a later-dated proxy
which is properly completed will constitute a revocation of any earlier
proxy. The revocation may be delivered either to Western in care of
Innisfree M&A Incorporated at the address set forth on the back cover of
this proxy statement or to Cohen & Steers Select Utility Fund, Inc. at 280
Park Avenue, New York, NY 10017 or any other address provided by
UTF. Although a revocation is effective if delivered to UTF, Western
requests that either the original or photostatic copies of all revocations be
mailed to Western in care of Innisfree M&A Incorporated at the address set
forth on the back cover of this proxy statement so that Western will be aware of
all revocations and can more accurately determine if and when proxies have been
received from the holders of record on the Record Date of a majority of the
outstanding Shares. Additionally, Innisfree M&A Incorporated may
use this information to contact stockholders who have revoked their proxies in
order to solicit later-dated proxies for the election of the Nominees and
approval of other proposals described herein.
IF
YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD PLEASE VOTE YOUR
SHARES BY TELEPHONE OR INTERNET, AS DESCRIBED IN THE ENCLOSED GOLD PROXY CARD,
OR BY SIGNING, DATING AND RETURNING PROMPTLY THE ENCLOSED GOLD PROXY CARD, IN
THE POSTAGE-PAID ENVELOPE PROVIDED.
SOLICITATION
OF PROXIES
The
solicitation of proxies pursuant to this proxy statement is being made by
Western. Proxies may be solicited by mail, facsimile, telephone,
Internet, in person and by advertisements.
Western
has entered into an agreement with Innisfree M&A Incorporated for
solicitation and advisory services in connection with this solicitation, for
which Innisfree M&A Incorporated will receive a fee not to exceed
$[_______], together with reimbursement for its reasonable out-of-pocket
expenses, and will be indemnified against certain liabilities and expenses,
including certain liabilities under the federal securities
laws. Innisfree M&A Incorporated will solicit proxies from
individuals, brokers, banks, bank nominees and other institutional
holders. Western has requested banks, brokerage houses and other
custodians, nominees and fiduciaries to forward all solicitation materials to
the beneficial owners of the Shares they hold of record. Western will
reimburse these record holders for their reasonable out-of-pocket expenses in so
doing. It is anticipated that Innisfree M&A Incorporated will
employ approximately [__] persons to solicit UTF’s stockholders for the Annual
Meeting.
The
entire expense of soliciting proxies is being borne by Western, subject to
certain limitations, pursuant to the terms of the Joint Filing and Solicitation
Agreement described below. WIHP, WIAP, WITRL and WITRP have
separately agreed to reimburse Western on a pro rata basis for these
expenses. Because Western believes that UTF’s stockholders will
benefit from the solicitation (defined below), Western intends to seek
reimbursement from UTF, to the fullest extent permitted by law, of all expenses
it incurs in connection with the solicitation. If necessary, Western
will ask UTF to submit an application in this regard to, and obtain an order or
a no-action letter from, the Securities and Exchange
Commission. Western does not intend to submit the question of such
reimbursement to a vote of security holders of UTF unless otherwise required by
law. Costs of this solicitation of proxies are currently estimated to
be approximately $[_______]. Western estimates that through the date
hereof, its expenses in connection with this solicitation are approximately
$[_________].
OTHER
PARTICIPANT INFORMATION
Each
member of the Group is a participant in this solicitation. Arthur D.
Lipson is the managing member of Western, a Delaware limited liability
company. Western is the managing member of WIAP, a Delaware limited
liability company, investment manager of WITRL a Cayman Islands corporation, and
the general partner of each of WIHP, a Delaware limited partnership, and WITRP,
a Delaware limited partnership, respectively. Messrs. Lipson, Roberts
and Crouse are each nominees for director of UTF. The principal
business address of Mr. Lipson, Mr. Crouse, Western, WIHP, WIAP, WITRP and WITRL
is c/o Western Investment LLC, 7050 South Union Park Center, Suite 590, Midvale,
Utah 84047. The principal business address of Mr. Roberts is c/o
Beldon Fund, 99 Madison Avenue, 8th Floor, New York, New York
10016. Each of Western and Mr. Lipson is deemed to have sole voting
and dispositive power over the Shares reported as beneficially owned by WIHP,
WIAP, WITRP and WITRL by virtue of their respective positions described
above.
The
principal business of Western is acting as the managing member of WIAP,
investment manager of WITRL and the general partner of each of WIHP and WITRP,
respectively. The principal occupation of Mr. Lipson is acting as the
managing member of Western. The principal business of each of WIHP,
WIAP, WITRL and WITRP is acquiring, holding and disposing of investments in
various companies. The principal occupation of Mr. Roberts is serving
as the President and Executive Director of the Beldon Fund, a non-profit
organization. The principal occupation of Mr. Crouse is serving as
portfolio manager at Western.
For
information regarding purchases and sales of securities of UTF during the past
two years by members of the Group and affiliates of Western that no longer own
any Shares, see Schedule I to this proxy statement. The members of
the Group purchased their Shares in margin accounts, where they are held
together with other publicly traded securities. Each of WIHP, WIAP
and WITRL is a party to certain equity swap arrangements relating to the
Fund. For information regarding these swap arrangements see Schedule
I to this proxy statement.
On
January 22, 2008 the members of the Group entered into a Joint Filing and
Solicitation Agreement in which, among other things, (a) the parties agreed to
the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of UTF to the extent required by applicable law, (b)
the parties agreed to solicit proxies or written consents for the election of
the Nominees, or any other person(s) nominated by Western and Mr. Lipson, to the
Board at the Annual Meeting and (c) Western agreed to bear all expenses incurred
in connection with the Group’s activities, including approved expenses incurred
by any of the parties in connection with the solicitation, subject to certain
limitations. WIHP, WIAP, WITRP and WITRL have separately agreed to
reimburse Western on a pro rata basis for expenses incurred in connection with
the solicitation. Because Western believes that UTF’s stockholders
will benefit from the solicitation, Western intends to seek reimbursement from
the Fund, to the fullest extent permitted by law, of all expenses it incurs in
connection with the solicitation. If necessary, Western will ask UTF
to submit an application in this regard to, and obtain an order or a no-action
letter from, the Securities and Exchange Commission. Western does not
intend to submit the question of such reimbursement to a vote of security
holders of UTF.
As of the
Record Date, WIHP, WIAP and WITRP beneficially owned [_______], [_______] and
[_______] shares of Common Stock, respectively, constituting approximately
[__]%, [__]% and [__]%, respectively, of the votes entitled to be cast at the
Annual Meeting. Western directly owned approximately [_______] shares
of Common Stock, constituting less than 1% of the votes entitled to be cast at
the Annual Meeting. As the managing member of WIAP and the general
partner of each of WIHP and WITRP, Western may be deemed to beneficially own the
[________] shares of Common Stock owned in the aggregate by WIHP, WIAP and
WITRP, constituting approximately [__]% of the Common Stock outstanding, in
addition to the approximately [___] shares of Common Stock it holds
directly. As the managing member of Western, Mr. Lipson may be deemed
to beneficially own the approximately [_________] shares of Common Stock
beneficially owned by Western as of the Record Date.
William
J. Roberts does not directly own any shares of Common Stock of the
Fund. As a member of a “group” for the purposes of Rule 13d-5(b)(1)
of the Securities Exchange Act of 1934, as amended, Mr. Roberts is deemed to
beneficially own the approximately [__________] shares of Common Stock of the
Fund beneficially owned in the aggregate by the Western Group. Mr.
Roberts disclaims beneficial ownership of such shares of Common
Stock.
Matthew
S. Crouse does not directly own any shares of Common Stock of the
Fund. As a member of a “group” for the purposes of Rule 13d-5(b)(1)
of the Securities Exchange Act of 1934, as amended, Mr. Crouse is deemed to
beneficially own the approximately [__________] shares of Common Stock of the
Fund beneficially owned in the aggregate by the Western Group. Mr.
Crouse disclaims beneficial ownership of such shares of Common
Stock.
Except as
set forth in this Proxy Statement, (i) during the past 10 years, no participant
in this solicitation has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); (ii) no participant in this
solicitation directly or indirectly beneficially owns any securities of UTF;
(iii) no participant in this solicitation owns any securities of UTF which are
owned of record but not beneficially; (iv) no participant in this solicitation
has purchased or sold any securities of UTF during the past two years; (v) no
part of the
purchase
price or market value of the securities of UTF owned by any participant in this
solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no participant in this
solicitation is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any securities of
UTF, including, but not limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies; (vii) no associate
of any participant in this solicitation owns beneficially, directly or
indirectly, any securities of UTF; (viii) no participant in this solicitation
owns beneficially, directly or indirectly, any securities of any parent or
subsidiary of UTF; (ix) no participant in this solicitation has any material
pending legal proceedings, other than ordinary routine litigation incidental to
UTF’s business, to which any participant in this solicitation is a party adverse
to UTF or any of its affiliated persons, or in which any participant in this
solicitation has a material interest adverse to UTF or any of its affiliated
persons; and (x) no participant in this solicitation or any of his or its
associates has any arrangement or understanding with any person with respect to
any future employment by UTF or its affiliates, or with respect to any future
transactions to which UTF or any of its affiliates will or may be a
party.
Except as
set forth in this Proxy Statement there are no arrangements or understandings
between Western and the Nominees or any other participant in this
solicitation.
A
representative of Western intends to appear in person or by proxy at the Annual
Meeting to nominate the persons specified in this Notice for election to the
Board.
STOCKHOLDER
PROPOSALS
All
proposals by stockholders of the Fund which are intended to be presented at the
Fund’s next Annual Meeting of Stockholders, to be held in 2009, must be received
by the Fund (addressed to Cohen & Steers Select Utility Fund, Inc., 280 Park
Avenue, New York, New York 10017) for inclusion in the Fund’s proxy statement
and proxy relating to that meeting no later than [________], 2008. Any
stockholder who desires to bring a proposal for consideration at the Fund’s 2009
Annual Meeting of Stockholders without including such proposal in the Fund’s
proxy statement must deliver written notice thereof to the Secretary or
Assistant Secretary of the Fund (addressed to Cohen & Steers Select Utility
Fund, Inc., 280 Park Avenue, New York, New York 10017) during the 30 day period
from [________], 2008 to [_______], 2008. All stockholder proposals must include
the information required by the Fund’s by-laws.
OTHER
MATTERS AND ADDITIONAL INFORMATION
Western
is unaware of any other matters to be considered at the Annual
Meeting. However, should other matters, which Western is not aware of
a reasonable time before this solicitation, be brought before the Annual
Meeting, the person named as a proxy on the enclosed GOLD proxy card will vote on
such matters in their discretion.
Western
has omitted from this proxy statement certain disclosure required by applicable
law that is already included in UTF’s proxy statement. This
disclosure includes, among other things, biographical information on UTF’s
directors and executive officers, the dollar range of shares owned by directors
of the Fund and information on committees of the Board. Stockholders
should refer to UTF’s proxy statement in order to review this
disclosure.
According
to UTF’s proxy statement, the Fund has retained Cohen & Steers Capital
Management, Inc. (the “Advisor”), a New York corporation with offices at 280
Park Avenue, New York, New York 10017, to serve as its investment manager and
administrator under an investment management agreement dated January 27, 2004
and an administration agreement dated January 27, 2004. Martin
Cohen and
Robert H. Steers, directors of UTF, are “controlling persons” of the Advisor on
the basis of their ownership of more than 25% of the stock of the Advisor’s
parent company, CNS. Their address is 280 Park Avenue, New York, New York 10017.
State Street Bank and Trust Company, with offices at One Lincoln Street, Boston,
Massachusetts 02111, serves as subadministrator for the Fund.
See
Schedule II of this proxy statement for information regarding persons who
beneficially own more than 5% of the Shares and the ownership of the Shares by
the directors of UTF.
The
information concerning UTF contained in this proxy statement and the Schedules
attached hereto has been taken from, or is based upon, publicly available
information.
WESTERN
INVESTMENT LLC
[__________],
2008
SCHEDULE
I
PURCHASES
AND SALES IN THE COMMON STOCK OF UTF
DURING
THE PAST TWO YEARS
|
Transaction
|
Quantity
|
Date
|
Price
($)
|
|
|
Western Investment
Hedged Partners, L.P.
|
|
Buy
|
1,500
|
02/01/06
|
20.5553
|
|
|
Buy
|
1,000
|
02/02/06
|
20.5300
|
|
|
Buy
|
1,800
|
02/13/06
|
20.2064
|
|
|
Buy
|
5,900
|
02/14/06
|
20.0955
|
|
|
Sell
|
1,200
|
03/08/06
|
20.4267
|
|
|
Buy
|
2,000
|
04/18/06
|
19.5160
|
|
|
Sell
|
3,000
|
07/31/06
|
22.5493
|
|
|
Sell
|
900
|
08/07/06
|
22.2038
|
|
|
Sell
|
900
|
08/11/06
|
22.1732
|
|
|
Sell
|
1,100
|
09/12/06
|
22.4252
|
|
|
Sell
|
400
|
09/13/06
|
22.1193
|
|
|
Sell
|
1,000
|
10/05/06
|
22.8243
|
|
|
Buy
|
100
|
01/10/07
|
23.8650
|
|
|
Buy
|
41,300
|
06/01/07
|
27.7197
|
|
|
Buy
|
45,500
|
06/04/07
|
27.5720
|
|
|
Buy
|
7,800
|
06/05/07
|
27.4639
|
|
|
Buy
|
46,200
|
06/06/07
|
26.8021
|
|
|
Buy
|
33,400
|
06/07/07
|
26.4405
|
|
|
Buy
|
30,300
|
06/08/07
|
25.8998
|
|
|
Buy
|
74,000
|
06/11/07
|
26.4457
|
|
|
Buy
|
54,000
|
06/12/07
|
26.1088
|
|
|
Buy
|
124,300
|
06/13/07
|
26.1913
|
|
|
Sell
|
170,000
|
06/13/07
|
26.3295
|
|
|
Sell
|
170,000
|
06/14/07
|
26.5495
|
|
|
Sell
|
116,800
|
06/15/07
|
26.9395
|
|
|
Buy
|
4,000
|
07/13/07
|
26.8580
|
|
|
Buy
|
1,200
|
08/08/07
|
25.9908
|
|
|
Buy
|
10,000
|
08/15/07
|
24.6391
|
|
|
Buy
|
12,500
|
08/20/07
|
24.1544
|
|
|
Buy
|
11,600
|
08/21/07
|
24.5844
|
|
|
Buy
|
2,200
|
08/22/07
|
24.8677
|
|
|
Buy
|
7,800
|
08/23/07
|
25.1695
|
|
|
Buy
|
16,500
|
08/24/07
|
25.2378
|
|
|
Buy
|
1,600
|
08/27/07
|
25.1688
|
|
|
Buy
|
11,500
|
08/28/07
|
24.5944
|
|
|
Sell
|
67,400
|
08/28/07
|
24.3695
|
|
|
Buy
|
124,400
|
08/31/07
|
25.0080
|
|
|
Buy
|
29,300
|
09/04/07
|
25.4210
|
|
|
Buy
|
3,500
|
09/06/07
|
25.3488
|
|
Transaction
|
Quantity
|
Date
|
Price
($)
|
|
|
Buy
|
15,600
|
09/11/07
|
25.3993
|
|
|
Buy
|
21,300
|
09/12/07
|
25.3597
|
|
|
Buy
|
12,900
|
09/13/07
|
25.5218
|
|
|
Buy
|
4,600
|
09/14/07
|
25.4810
|
|
|
Buy
|
100
|
09/17/07
|
25.5025
|
|
|
Buy
|
4,100
|
09/18/07
|
25.8542
|
|
|
Buy
|
30,000
|
09/19/07
|
26.3794
|
|
|
Sell
|
30,000
|
09/21/07
|
26.3064
|
|
|
Sell
|
16,000
|
09/24/07
|
26.3999
|
|
|
Sell
|
10,700
|
09/25/07
|
26.3244
|
|
|
Sell
|
400
|
09/26/07
|
26.4271
|
|
|
Sell
|
5,900
|
09/28/07
|
26.2899
|
|
|
Sell
|
2,500
|
10/01/07
|
26.3902
|
|
|
Sell
|
6,000
|
10/02/07
|
26.4521
|
|
|
Sell
|
8,200
|
10/03/07
|
26.3572
|
|
|
Sell
|
1,300
|
10/05/07
|
26.9211
|
|
|
Sell
|
1,500
|
10/08/07
|
26.8879
|
|
|
Buy
|
194,200
|
10/15/07
|
27.1400
|
|
|
Buy
|
450,000
|
10/16/07
|
27.0900
|
|
|
Sell
|
6,400
|
11/16/07
|
26.9362
|
|
|
Buy
|
54,500
|
11/16/07
|
26.9795
|
|
|
Buy
|
202,400
|
11/16/07
|
27.0598
|
|
|
Buy
|
19,100
|
11/19/07
|
27.1748
|
|
|
Buy
|
50,000
|
11/19/07
|
27.2400
|
|
|
Buy
|
96,500
|
11/19/07
|
27.2827
|
|
|
Buy
|
7,900
|
11/21/07
|
27.2821
|
|
|
Buy
|
37,100
|
11/21/07
|
27.4100
|
|
|
Buy
|
500
|
12/06/07
|
28.7625
|
|
|
Sell
|
18,400
|
01/24/08
|
24.9374
|
|
|
Sell
|
6,700
|
01/25/08
|
24.7897
|
|
|
Sell
|
6,000
|
02/05/08
|
25.8170
|
|
|
Western Investment
Activism Partners LLC
|
|
Buy
|
12,800
|
11/30/06
|
23.9999
|
|
|
Buy
|
17,500
|
12/04/06
|
24.2345
|
|
|
Buy
|
1,000
|
01/11/07
|
23.6510
|
|
|
Buy
|
6,200
|
02/05/07
|
24.7711
|
|
|
Buy
|
3,000
|
02/15/07
|
25.0983
|
|
|
Buy
|
6,900
|
02/16/07
|
24.9890
|
|
|
Buy
|
6,300
|
02/20/07
|
25.0034
|
|
|
Buy
|
9,300
|
02/23/07
|
25.1383
|
|
|
Buy
|
3,800
|
02/26/07
|
25.7239
|
|
|
Buy
|
19,100
|
04/02/07
|
26.4922
|
|
|
Buy
|
2,500
|
04/09/07
|
26.8270
|
|
|
Buy
|
20,800
|
04/10/07
|
26.8958
|
|
|
Sell
|
27,100
|
04/10/07
|
26.1900
|
|
Transaction
|
Quantity
|
Date
|
Price
($)
|
|
|
Buy
|
6,200
|
04/12/07
|
26.7166
|
|
|
Buy
|
6,500
|
04/13/07
|
26.7167
|
|
|
Buy
|
30,000
|
04/16/07
|
26.8270
|
|
|
Buy
|
22,600
|
04/17/07
|
26.9399
|
|
|
Buy
|
20,200
|
04/18/07
|
27.0329
|
|
|
Buy
|
2,300
|
04/19/07
|
26.8810
|
|
|
Buy
|
30,000
|
04/20/07
|
27.0012
|
|
|
Buy
|
23,500
|
04/23/07
|
27.2336
|
|
|
Buy
|
16,100
|
04/24/07
|
27.3713
|
|
|
Buy
|
32,300
|
04/25/07
|
27.5880
|
|
|
Buy
|
1,000
|
04/26/07
|
27.6325
|
|
|
Buy
|
11,000
|
04/30/07
|
27.5437
|
|
|
Buy
|
8,000
|
05/01/07
|
27.4446
|
|
|
Buy
|
19,200
|
05/02/07
|
27.7307
|
|
|
Buy
|
13,500
|
05/03/07
|
27.8469
|
|
|
Buy
|
15,000
|
05/04/07
|
27.9650
|
|
|
Buy
|
40,000
|
05/07/07
|
28.2351
|
|
|
Buy
|
43,000
|
05/08/07
|
28.0692
|
|
|
Buy
|
67,600
|
05/09/07
|
28.1906
|
|
|
Buy
|
25,276
|
05/10/07
|
28.0951
|
|
|
Buy
|
47,900
|
05/11/07
|
28.0181
|
|
|
Buy
|
43,300
|
05/14/07
|
28.1445
|
|
|
Buy
|
61,200
|
05/15/07
|
28.3341
|
|
|
Buy
|
17,200
|
05/16/07
|
28.2753
|
|
|
Buy
|
20,500
|
05/17/07
|
28.2236
|
|
|
Buy
|
24,800
|
05/18/07
|
28.4119
|
|
|
Buy
|
12,200
|
05/21/07
|
28.5326
|
|
|
Buy
|
11,500
|
05/22/07
|
28.5377
|
|
|
Buy
|
12,300
|
05/23/07
|
28.4070
|
|
|
Buy
|
5,300
|
05/24/07
|
27.9127
|
|
|
Buy
|
16,600
|
05/25/07
|
27.0100
|
|
|
Buy
|
13,300
|
05/29/07
|
27.3425
|
|
|
Buy
|
1,000
|
05/30/07
|
27.3445
|
|
|
Buy
|
9,900
|
05/31/07
|
27.8624
|
|
|
Sell
|
200,000
|
05/31/07
|
27.8395
|
|
|
Sell
|
200,000
|
06/01/07
|
27.6395
|
|
|
Sell
|
200,000
|
06/04/07
|
27.5895
|
|
|
Sell
|
162,776
|
06/05/07
|
27.4395
|
|
|
Buy
|
33,500
|
06/14/07
|
26.5412
|
|
|
Buy
|
38,200
|
06/15/07
|
26.9218
|
|
|
Buy
|
5,900
|
06/18/07
|
26.8102
|
|
|
Buy
|
3,600
|
06/19/07
|
26.6867
|
|
|
Buy
|
1,300
|
06/20/07
|
26.8746
|
|
|
Sell
|
81,200
|
06/20/07
|
26.3595
|
|
|
Buy
|
1,400
|
06/22/07
|
26.0900
|
|
|
Buy
|
9,800
|
06/25/07
|
26.0800
|
|
|
Buy
|
3,700
|
06/26/07
|
25.9903
|
|
Transaction
|
Quantity
|
Date
|
Price
($)
|
|
|
Buy
|
600
|
06/27/07
|
25.7200
|
|
|
Buy
|
15,000
|
06/28/07
|
26.2468
|
|
|
Sell
|
41,700
|
06/28/07
|
26.2994
|
|
|
Buy
|
400
|
07/02/07
|
26.6975
|
|
|
Sell
|
400
|
07/02/07
|
26.7171
|
|
|
Buy
|
3,300
|
07/03/07
|
26.8388
|
|
|
Buy
|
200
|
07/11/07
|
26.0850
|
|
|
Buy
|
10,000
|
07/12/07
|
26.4196
|
|
|
Buy
|
4,100
|
07/13/07
|
26.8580
|
|
|
Buy
|
2,200
|
07/16/07
|
26.8400
|
|
|
Buy
|
4,300
|
07/17/07
|
26.5533
|
|
|
Buy
|
41,100
|
07/18/07
|
26.4881
|
|
|
Buy
|
400
|
07/18/07
|
26.4100
|
|
|
Buy
|
83,600
|
07/19/07
|
27.0086
|
|
|
Buy
|
9,300
|
07/20/07
|
26.9411
|
|
|
Sell
|
149,200
|
07/20/07
|
26.7595
|
|
|
Buy
|
33,000
|
07/23/07
|
26.8060
|
|
|
Buy
|
47,700
|
07/25/07
|
25.9385
|
|
|
Buy
|
17,500
|
07/26/07
|
25.1005
|
|
|
Buy
|
23,100
|
07/27/07
|
24.8491
|
|
|
Buy
|
7,600
|
07/30/07
|
24.8472
|
|
|
Sell
|
130,600
|
07/30/07
|
24.7895
|
|
|
Buy
|
21,900
|
07/31/07
|
25.0477
|
|
|
Buy
|
72,800
|
08/01/07
|
24.8641
|
|
|
Buy
|
2,400
|
08/06/07
|
24.2550
|
|
|
Buy
|
1,100
|
08/08/07
|
25.9916
|
|
|
Buy
|
100
|
08/09/07
|
25.6525
|
|
|
Buy
|
12,200
|
08/10/07
|
25.0448
|
|
|
Buy
|
9,200
|
08/14/07
|
24.8291
|
|
|
Buy
|
10,000
|
08/15/07
|
24.6391
|
|
|
Buy
|
1,400
|
08/16/07
|
23.0796
|
|
|
Buy
|
21,000
|
08/17/07
|
23.4866
|
|
|
Buy
|
12,500
|
08/20/07
|
24.1544
|
|
|
Buy
|
11,600
|
08/21/07
|
24.5844
|
|
|
Buy
|
2,200
|
08/22/07
|
24.8677
|
|
|
Buy
|
7,900
|
08/23/07
|
25.1695
|
|
|
Sell
|
100,000
|
08/27/07
|
24.8695
|
|
|
Buy
|
400
|
08/30/07
|
24.6575
|
|
|
Buy
|
6,900
|
09/10/07
|
25.1332
|
|
|
Sell
|
8,200
|
09/24/07
|
26.3993
|
|
|
Sell
|
2,200
|
09/24/07
|
26.3596
|
|
|
Sell
|
2,400
|
10/01/07
|
26.3902
|
|
|
Sell
|
5,300
|
10/02/07
|
26.4521
|
|
|
Sell
|
8,200
|
10/03/07
|
26.3572
|
|
|
Sell
|
1,300
|
10/05/07
|
26.9211
|
|
|
Sell
|
1,500
|
10/08/07
|
26.8879
|
|
|
Buy
|
20,500
|
10/09/07
|
27.0502
|
|
Transaction
|
Quantity
|
Date
|
Price
($)
|
|
|
Buy
|
6,800
|
10/10/07
|
27.3043
|
|
|
Sell
|
4,000
|
10/10/07
|
27.3396
|
|
|
Buy
|
450,000
|
10/11/07
|
27.3500
|
|
|
Buy
|
450,000
|
10/12/07
|
27.3200
|
|
|
Buy
|
255,800
|
10/15/07
|
27.1400
|
|
|
Sell
|
18,400
|
01/24/08
|
24.9374
|
|
|
Sell
|
6,800
|
01/25/08
|
24.7897
|
|
|
Sell
|
200
|
02/01/08
|
26.1772
|
|
|
Sell
|
6,000
|
02/05/08
|
25.8170
|
|
|
Western Investment
Total Return Partners L.P.
|
|
Buy
|
126,000
|
11/15/07
|
27.1100
|
|
|
Buy
|
50,000
|
11/19/07
|
27.2827
|
|
|
Buy
|
46,500
|
11/20/07
|
27.3998
|
|
|
Buy
|
13,500
|
11/21/07
|
27.2821
|
|
|
Buy
|
62,900
|
11/21/07
|
27.4100
|
|
|
Buy
|
9,100
|
11/26/07
|
27.4725
|
|
|
Buy
|
414,000
|
11/26/07
|
27.5400
|
|
|
Buy
|
1,600
|
12/07/07
|
28.8394
|
|
|
Buy
|
3,900
|
12/12/07
|
28.1212
|
|
|
Buy
|
11,200
|
12/13/07
|
28.3206
|
|
|
Western Investment
Institutional Partners LLC
|
|
Sell
|
2,000
|
04/13/04
|
19.9895
|
|
|
Buy
|
2,000
|
05/20/04
|
16.5037
|
|
|
Buy
|
800
|
05/26/04
|
16.6895
|
|
|
Sell
|
800
|
06/01/04
|
17.8853
|
|
|
Buy
|
1,100
|
06/03/04
|
17.5115
|
|
|
Sell
|
1,100
|
06/03/04
|
17.9280
|
|
|
Buy
|
2,000
|
06/14/04
|
16.6895
|
|
|
Sell
|
2,000
|
06/14/04
|
16.8259
|
|
|
Buy
|
3,000
|
06/15/04
|
16.5615
|
|
|
Buy
|
2,300
|
06/16/04
|
16.4263
|
|
|
Buy
|
1,100
|
06/22/04
|
16.2998
|
|
|
Sell
|
1,100
|
06/22/04
|
16.8381
|
|
|
Sell
|
600
|
07/01/04
|
16.6459
|
|
|
Sell
|
4,700
|
08/02/04
|
17.3831
|
|
|
Buy
|
2,300
|
12/01/04
|
19.2859
|
|
|
Sell
|
2,300
|
12/01/04
|
19.4900
|
|
|
Buy
|
5,000
|
12/22/04
|
19.2424
|
|
|
Buy
|
2,100
|
12/22/04
|
19.2362
|
|
|
Buy
|
1,300
|
01/18/05
|
19.2523
|
|
|
Buy
|
5,000
|
02/07/05
|
19.9910
|
|
|
Buy
|
5,000
|
02/08/05
|
19.9460
|
|
|
Buy
|
1,000
|
02/15/05
|
19.9435
|
|
Transaction
|
Quantity
|
Date
|
Price
($)
|
|
|
Buy
|
4,700
|
03/28/05
|
18.8252
|
|
|
Buy
|
1,800
|
04/01/05
|
19.3374
|
|
|
Sell
|
1,800
|
04/01/05
|
19.4107
|
|
|
Buy
|
2,200
|
04/06/05
|
19.4083
|
|
|
Buy
|
1,600
|
04/12/05
|
19.5973
|
|
|
Buy
|
1,000
|
04/13/05
|
19.5385
|
|
|
Buy
|
500
|
06/01/05
|
20.0576
|
|
|
Sell
|
700
|
07/01/05
|
21.7806
|
|
|
Buy
|
1,200
|
07/26/05
|
21.5485
|
|
|
Sell
|
7,300
|
07/26/05
|
21.7230
|
|
|
Sell
|
1,600
|
07/28/05
|
22.0306
|
|
|
Sell
|
300
|
07/29/05
|
22.1906
|
|
|
Sell
|
9,200
|
08/01/05
|
22.1318
|
|
|
Sell
|
4,300
|
08/08/05
|
21.4383
|
|
|
Sell
|
300
|
09/01/05
|
22.0473
|
|
|
Sell
|
1,900
|
09/21/05
|
22.1852
|
|
|
Buy
|
1,500
|
09/28/05
|
21.4952
|
|
|
Sell
|
3,800
|
10/04/05
|
22.2251
|
|
|
Sell
|
600
|
10/05/05
|
22.1043
|
|
|
Sell
|
2,100
|
10/05/05
|
22.0995
|
|
|
Buy
|
2,200
|
01/26/06
|
20.6623
|
|
|
Buy
|
2,500
|
01/27/06
|
20.7898
|
|
|
Buy
|
4,000
|
01/31/06
|
20.6031
|
|
|
Buy
|
1,500
|
02/01/06
|
20.5553
|
|
|
Buy
|
1,000
|
02/02/06
|
20.5300
|
|
|
Buy
|
1,700
|
02/13/06
|
20.2065
|
|
|
Buy
|
6,000
|
02/14/06
|
20.0955
|
|
|
Sell
|
1,100
|
03/08/06
|
20.4263
|
|
|
Buy
|
2,000
|
05/05/06
|
20.3100
|
|
|
Sell
|
3,000
|
07/31/06
|
22.5509
|
|
|
Sell
|
900
|
08/07/06
|
22.2038
|
|
|
Sell
|
1,100
|
08/11/06
|
22.1752
|
|
|
Sell
|
2,000
|
09/11/06
|
22.5018
|
|
|
Sell
|
1,000
|
10/05/06
|
22.8293
|
|
|
Sell
|
2,000
|
01/03/07
|
24.5117
|
|
|
Buy
|
200
|
02/08/07
|
25.1800
|
|
|
Buy
|
4,200
|
02/12/07
|
25.1450
|
|
|
Buy
|
6,100
|
02/13/07
|
25.0891
|
|
|
Buy
|
2,400
|
02/14/07
|
25.1830
|
|
|
Sell
|
22,700
|
04/10/07
|
26.1908
|
|
THERE
WERE NO TRANSACTIONS IN THE PREFERRED SHARES OF UTF BY THE GROUP IN THE LAST TWO
YEARS
Agreements Relating to
Securities of the Fund
As of the
Record Date, each of WIHP, WIAP and WITRL is a party to certain equity swap
arrangements (the “Swap Arrangements”) with a financial institution (the “Bank”)
as the counterparty. Pursuant to these Swap Arrangements, each of
WIHP, WIAP and WITRL is obligated to pay to the Bank the equity notional amount
on a total of [________], [_______]and [_______] shares of Common Stock,
respectively, subject to the Swap Arrangements (the "Reference Shares") as of
the beginning of the valuation period (which resets monthly), plus
interest. At the termination of the Swap Arrangements, the Bank is
obligated to pay to each of WIHP, WIAP and WITRL the market value of their
respective interest in the Reference Shares as of the end of the valuation
period. Any dividends received by the Bank on the Reference Shares
during the term of the Swap Arrangements will be paid to WIHP, WIAP and
WITRL. All balances will be cash settled and there will be no
transfer to WIHP, WIAP or WITRL of voting or dispositive power over the
Reference Shares. The Swap Arrangements expire on May 5,
2008. Western and the other participants in this solicitation
disclaim beneficial ownership of the Reference Shares, except to the extent of
their pecuniary interest therein. The Reference Shares are not
included as part of the totals, with respect to the Common Stock, disclosed
herein by the participants to this solicitation.
SCHEDULE
II
The
following table is derived from the Fund’s proxy statement filed with
the
Securities
and Exchange Commission on [________]
SECURITY
OWNERSHIP OF UTF
The table
below sets forth the beneficial ownership as of [________], 2008 of each person
(including any “group” as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) known by the
Fund to be the beneficial owner of more than 5% of the outstanding shares of any
class of the Fund’s stock. .
As of
December 31, 2007, the Directors and officers of the Fund as a group owned less
than 1% of the outstanding securities of the Fund.
IMPORTANT
Tell your
Board what you think! Your vote is important. No matter
how many Shares you own, please give Western your proxy FOR the election of
Western’s Nominees by voting your Shares by telephone or Internet as described
in the enclosed GOLD
proxy card or by signing and dating the enclosed GOLD proxy card, and returning
it in the postage-paid envelope provided.
If any of
your Shares are held in the name of a brokerage firm, bank, bank nominee or
other institution, only it can vote such Shares and only upon receipt of your
specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the GOLD proxy card representing
your Shares. In addition, if you hold your shares in a brokerage or
bank account, your broker or bank may allow you to provide your voting
instructions by telephone or Internet. Please consult the materials
you receive from your broker or bank prior to authorizing a proxy by telephone
or Internet. Western urges you to confirm in writing your
instructions to Western in care of Innisfree M&A Incorporated at the address
provided below so that Western will be aware of all instructions given and can
attempt to ensure that such instructions are followed.
If
you have any questions or need assistance voting your Shares, please
call:
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, NY 10022
Stockholders
Call Toll-Free at: (877) 687-1873
Banks
and Brokers Call Collect at: (212) 750-5833
PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
FEBRUARY 15, 2008
PLEASE
VOTE TODAY!
SEE
REVERSE SIDE FOR THREE EASY WAYS TO VOTE.
|
▼
TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE
▼
|
PREFERRED
STOCK
GOLD PROXY
COHEN
& STEERS SELECT UTILITY FUND, INC.
ANNUAL
MEETING OF STOCKHOLDERS
THIS
PROXY IS SOLICITED ON BEHALF OF WESTERN INVESTMENT LLC
THE
BOARD OF DIRECTORS OF COHEN & STEERS SELECT UTILITY FUND, INC.
IS
NOT SOLICITING THIS PROXY
The
undersigned appoints Arthur D. Lipson as the undersigned’s attorney and agent
with full power of substitution to vote all shares of preferred stock of Cohen
& Steers Select Utility Fund, Inc. (the “Fund”) which the undersigned would
be entitled to vote if personally present at the annual meeting of stockholders
of the Fund scheduled to be held at the offices of the Fund, 280 Park Avenue,
10th Floor, New York, New York 10017, on [_________], 2008 at [________] New
York City time, and including at any adjournments or postponements thereof and
at any meeting called in lieu thereof (the “Annual Meeting”).
The
undersigned hereby revokes any other proxy or proxies heretofore given to vote
or act with respect to the shares of preferred stock of the Fund held by the
undersigned, and hereby ratifies and confirms all actions the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as
directed on the reverse and in the discretion of such attorneys and proxies and
their substitutes with respect to any other matters as may properly come before
the Annual Meeting. Mark each vote with an X in the box.
IF
NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE WESTERN NOMINEES IN PROPOSAL 1 AND
WILL [ABSTAIN FROM] VOTING ON PROPOSAL 2.
This
Proxy will be valid until the sooner of one year from the date indicated on the
reverse side and the completion of the Annual Meeting.
IMPORTANT:
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
(CONTINUED
AND TO BE SIGNED ON REVERSE SIDE)
COHEN
& STEERS SELECT UTILITY FUND, INC.
SOLICITATION
OF PROXIES BY WESTERN INVESTMENT LLC
YOUR
VOTE IS IMPORTANT
Please
take a moment now to vote your shares of Cohen & Steers Select Utility Fund,
Inc.
preferred
stock for the upcoming Annual Meeting of stockholders.
PLEASE
REVIEW THE PROXY STATEMENT
AND
VOTE TODAY IN
ONE OF THREE WAYS:
|
1.
|
Vote by Telephone –
Please call toll-free from the U.S. or Canada at _________________, on a
touch-tone telephone. If outside
the U.S. or Canada, call ________________. Please
follow the simple recorded instructions. You will be required
to provide the unique control number shown
below.
|
|
|
OR
|
| 2. |
Vote by Internet –
Please access ________________, and follow the
simple instructions. Please note you must type an “s” after
http. You will be required to provide the unique control number
shown below.
|
|
CONTROL
NUMBER:
|
 |
|
You may vote
by telephone or Internet 24 hours a day, 7 days a
week.
Your
telephone or Internet vote authorizes the named proxies to vote your
shares in the same manner
as
if you had marked, signed and returned a proxy
card.
|
OR
|
3.
|
Vote by Mail – If you do
not wish to vote by telephone or over the Internet, please sign, date and
return the GOLD proxy card in the envelope provided, and mail to: Western
Investment LLC, c/o Innisfree M&A Incorporated, FDR Station, P.O. Box
5155, New York, NY 10150-5155.
|
|
▼
TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE
▼
|
GOLD
PROXY CARD
PREFERRED
STOCK
|
1.
|
Proposal No. 1:
Western’s proposal to elect its slate of director nominees, each to hold
office until the 2011 annual meeting of the Fund’s stockholders and until
their successors are elected and
qualify.
|
|
Nominees:
(01)
Arthur D. Lipson
(02)
William J. Roberts
(03)
Matthew S. Crouse
|
FOR
ALL NOMINEES
[ ]
|
WITHHOLD
AUTHORITY TO VOTE FOR ALL NOMINEES
[ ]
|
FOR
ALL EXCEPT NOMINEE(S) WRITTEN BELOW
____________________________
|
|
2.
|
Proposal No. 2:
If properly brought before the meeting, a shareholder proposal to require
the Fund, if its shares trade at an average discount of more than 7.5%
during any calendar quarter, to commence a self-tender offer within twenty
days of the end of such quarter for 15% of its shares at 98% of net asset
value.
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
[ ]
|
[ ]
|
[ ]
|
|
3.
|
To
vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any adjournment or postponement
thereof, including voting on adjournment of the Annual Meeting with
respect to one or more matters in the discretion of the proxy
holder.
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
[ ]
|
[ ]
|
[ ]
|
DATE: ____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held
jointly)
____________________________________
(Title)
WHEN
SHARES ARE HELD JOINTLY, JOINT OWNERS
SHOULD EACH
SIGN. EXECUTORS, ADMINISTRATORS,
TRUSTEES,
ETC. SHOULD INDICATE THE CAPACITY IN
WHICH
SIGNING. PLEASE SIGN EXACTLY AS NAME
APPEARS
ON THIS PROXY.
PRELIMINARY COPY SUBJECT TO
COMPLETION
DATED
FEBRUARY 15, 2008
PLEASE
VOTE TODAY!
SEE
REVERSE SIDE FOR THREE EASY WAYS TO VOTE.
|
▼
TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE
▼
|
COMMON
STOCK
GOLD PROXY
COHEN
& STEERS SELECT UTILITY FUND, INC.
ANNUAL
MEETING OF STOCKHOLDERS
THIS
PROXY IS SOLICITED ON BEHALF OF WESTERN INVESTMENT LLC
THE
BOARD OF DIRECTORS OF COHEN & STEERS SELECT UTILITY FUND, INC.
IS
NOT SOLICITING THIS PROXY
The
undersigned appoints Arthur D. Lipson as the undersigned’s attorney and agent
with full power of substitution to vote all shares of common stock of Cohen
& Steers Select Utility Fund, Inc. (the “Fund”) which the undersigned would
be entitled to vote if personally present at the annual meeting of stockholders
of the Fund scheduled to be held at the offices of the Fund, 280 Park Avenue,
10th Floor, New York, New York 10017, on [_________], 2008 at [________] New
York City time, and including at any adjournments or postponements thereof and
at any meeting called in lieu thereof (the “Annual Meeting”).
The
undersigned hereby revokes any other proxy or proxies heretofore given to vote
or act with respect to the shares of common stock of the Fund held by the
undersigned, and hereby ratifies and confirms all actions the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as
directed on the reverse and in the discretion of such attorneys and proxies and
their substitutes with respect to any other matters as may properly come before
the Annual Meeting. Mark each vote with an X in the box.
IF
NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE WESTERN NOMINEES IN PROPOSAL 1 AND
WILL [ABSTAIN FROM] VOTING ON PROPOSAL 2.
This
Proxy will be valid until the sooner of one year from the date indicated on the
reverse side and the completion of the Annual Meeting.
IMPORTANT:
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
(CONTINUED
AND TO BE SIGNED ON REVERSE SIDE)
COHEN
& STEERS SELECT UTILITY FUND, INC.
SOLICITATION
OF PROXIES BY WESTERN INVESTMENT LLC
YOUR
VOTE IS IMPORTANT
Please
take a moment now to vote your shares of Cohen & Steers Select Utility Fund,
Inc.
common
stock for the upcoming Annual Meeting of stockholders.
PLEASE
REVIEW THE PROXY STATEMENT
AND
VOTE TODAY IN
ONE OF THREE WAYS:
|
1.
|
Vote by Telephone –
Please call toll-free from the U.S. or Canada at ___________, on a
touch-tone telephone. If outside
the U.S. or Canada, call _______________. Please
follow the simple recorded instructions. You will be required
to provide the unique control number shown
below.
|
|
|
OR
|
|
2.
|
Vote by Internet –
Please access ____________________, and follow the
simple instructions. Please note you must type an “s” after
http. You will be required to provide the unique control number
shown below.
|
|
CONTROL
NUMBER:
|
|
|
You may vote
by telephone or Internet 24 hours a day, 7 days a
week.
Your
telephone or Internet vote authorizes the named proxies to vote your
shares in the same manner
as
if you had marked, signed and returned a proxy
card.
|
OR
|
3.
|
Vote by Mail – If you do
not wish to vote by telephone or over the Internet, please sign, date and
return the GOLD proxy card in the envelope provided, and mail to: Western
Investment LLC, c/o Innisfree M&A Incorporated, FDR Station, P.O. Box
5155, New York, NY 10150-5155.
|
|
▼
TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE
▼
|
GOLD
PROXY CARD
PREFERRED
STOCK
|
1.
|
Proposal No. 1:
Western’s proposal to elect its slate of director nominees, each to hold
office until the 2011 annual meeting of the Fund’s stockholders and until
their successors are elected and
qualify.
|
|
Nominees:
(01)
Arthur D. Lipson
(02)
William J. Roberts
(03)
Matthew S. Crouse
|
FOR
ALL NOMINEES
[ ]
|
WITHHOLD
AUTHORITY TO VOTE FOR ALL NOMINEES
[ ]
|
FOR
ALL EXCEPT NOMINEE(S) WRITTEN BELOW
____________________________
|
|
2.
|
Proposal No. 2:
If properly brought before the meeting, a shareholder proposal to require
the Fund, if its shares trade at an average discount of more than 7.5%
during any calendar quarter, to commence a self-tender offer within twenty
days of the end of such quarter for 15% of its shares at 98% of net asset
value.
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
[ ]
|
[ ]
|
[ ]
|
|
3.
|
To
vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any adjournment or postponement
thereof, including voting on adjournment of the Annual Meeting with
respect to one or more matters in the discretion of the proxy
holder.
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
[ ]
|
[ ]
|
[ ]
|
DATE: ____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held
jointly)
____________________________________
(Title)
WHEN
SHARES ARE HELD JOINTLY, JOINT OWNERS
SHOULD EACH
SIGN. EXECUTORS, ADMINISTRATORS,
TRUSTEES,
ETC. SHOULD INDICATE THE CAPACITY IN
WHICH
SIGNING. PLEASE SIGN EXACTLY AS NAME
APPEARS
ON THIS PROXY.